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In general, ordinary matters proposed to the

shareholdersû meeting of a private and public
limited company could be resolved by a simple

majority vote of the shareholders. However, for

certain matters significant to the management
(19)
and operation of the company, the Civil and
Commercial Code of Thailand (the çCCCé) and

the Public Limited Company Act of Thailand

(19)
For a private limited company, Sections 1145, 1220, 1221, 1224, 1236(4), 1238 of the CCC;
Section 180 of the Public Limited Company Act of Thailand require the following matters
to be resolved by special resolution:
(1) amendment to the companyûs memorandum or articles of association;
(2) any decrease or increase of the registered capital of the company;
(3) amalgamation with any other company;

(4) dissolution of the company;
(5) allotment of new shares as fully or partly paid up otherwise than by money; and
(6) conversion of a private limited company to a public limited company.
For a public limited company, Sections 31, 107(2), 136, 139, 145, 146, 154(1) of the Public
Limited Company Act of Thailand require the following matters to be resolved by special
resolution:
(1) matters in items (1) - (4) above;

(2) issuance of debentures for offer for sale to the public;
(3) the sale or transfer of the entire or important parts of the company;
(4) the purchase or acceptance of transfer of the business of other companies or private
companies;
(5) the execution, amendment or termination of contracts with respect to the granting of
a lease of the entire or important parts of the business of the company;
(6) the entrustment of the management of the business of the company to any other
person; and
(7) the amalgamation of the business with other persons with the purpose of profit and

loss sharing.

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